LegalPCF Group
Draft Resolutions for the Extraordinary General Meeting
13 Apr 20225 pages~7 min full read
PCF Group S.A. scheduled an Extraordinary General Meeting for April 13, 2022, to formalize governance updates and board composition.
Dagmara Zawadzka is proposed for formal ratification to the Supervisory Board, replacing Aleksander Marcin Ferenc who resigned on March 3, 2022.
The Supervisory Board's operating regulations now mandate that the board must provide formal opinions on all draft resolutions submitted by the Management Board.
Voting procedures for the Supervisory Board have been updated to require open voting for all resolutions, eliminating secret ballots for personnel matters to align with market transparency standards.
The company is transitioning to an electronic voting system for the meeting, waiving the requirement for a dedicated Scrutiny Committee.
Zawadzka’s appointment ensures the company maintains the five-member Supervisory Board minimum required by the Polish Commercial Companies Code and meets independence criteria for audit committee service.
All administrative costs associated with the April 13, 2022, meeting will be borne by PCF Group S.A.
These draft resolutions outline the formal agenda and governance proposals for the Extraordinary General Meeting of PCF Group S.A., a Polish video game developer and publisher, scheduled for April 13, 2022. The primary purpose of the meeting is to formalize recent changes to the company’s Supervisory Board and to align internal regulations with the Best Practice for GPW Listed Companies 2021.
A central finding of the document is the proposed ratification of Dagmara Zawadzka as a member of the Supervisory Board. This appointment follows the resignation of Aleksander Marcin Ferenc on March 3, 2022. Zawadzka was initially co-opted by the board on March 7, 2022, to maintain the required five-member minimum for public companies under the Polish Commercial Companies Code. The resolutions specify that she meets the independence criteria necessary for audit committee service.
The document also details significant amendments to the Supervisory Board's operating regulations. Key changes include a new requirement for the board to provide formal opinions on draft resolutions submitted by the Management Board for General Meetings. Additionally, the regulations are being updated to mandate open voting for all board resolutions, removing previous provisions for secret ballots in personnel matters to ensure compliance with current market transparency standards.
Procedural resolutions cover the appointment of a meeting chairperson, the waiver of a dedicated Scrutiny Committee in favor of an electronic voting system, and the confirmation that the company will bear all costs associated with convening the meeting. These actions reflect the administrative requirements for a publicly traded entity operating within the Polish legal framework and the Warsaw Stock Exchange environment.
